Phil Seskin

About Phil Seskin

Phil Seskin (61) is a Class I independent director of WideOpenWest, Inc. (WOW), appointed March 15, 2017, with his current term expiring at the 2027 annual meeting . He is affirmed independent under NYSE rules and, specifically, Rule 10A-3 for audit committee service . Seskin is a member of 3i Group’s global executive network since 2019 and previously served as an industry executive at Avista Capital Partners (2012–2017); prior to that, he spent over two decades at Verizon, most recently as SVP Strategy & Corporate Development, leading transactions totaling approximately $200 billion across more than 20 countries . He holds a BA from Adelphi University (1985) and an MBA in Finance from Hofstra University (1992) .

Past Roles

External Roles

Board Governance

• Board leadership: WOW separates Chair and CEO; independent Chair Jeffrey Marcus chairs executive sessions of independent directors .
• Classification: Staggered board with Class I (Elder, Marcus, Seskin), Class II (Kilpatrick, Segrera, Volpert), Class III (Bhow, Bright, Cassidy) .
• Independence: Board determined all directors other than the CEO are independent; Seskin is independent and qualifies for audit committee service under Rule 10A-3 .
• Attendance and engagement: Board held nine meetings in 2024; all current directors attended at least 75% of Board and applicable committee meetings; all directors then serving attended the 2024 annual meeting .

Governance dynamics: Crestview Partners (Sponsor) holds director designation rights (up to three seats depending on ownership), with current designees Kilpatrick, Cassidy, and Volpert; WOW must take necessary actions to ensure board composition per the Stockholders’ Agreement .

Fixed Compensation

Director compensation structure: Annual cash retainer $75,000; annual restricted stock award ~$115,000 (granted at annual meeting; one-year vest); committee chair/member retainers: Audit Chair $30,000; Compensation Chair $18,000; Nominating Chair $15,000; Audit Member $15,000; Compensation Member $9,000; Nominating Member $7,500; Chairman of the Board additional $225,000; special committee retainer $100,000 for certain members in 2024 .

2024 compensation for Phil Seskin:

Notes:

• Election choices: Seskin elected all cash for Q1 2024 and 50% cash/50% stock in April 1, July 1, and October 1 quarters .
• Special committee: While the proxy notes a $100,000 retainer for certain special committee members in 2024, it does not directly attribute this fee to Seskin; the higher cash total may reflect committee roles or special assignments .

Performance Compensation

Directors receive time-based equity (annual restricted stock) that vests one year from grant; no performance-conditioned metrics are used for director equity awards .

Performance metrics table (Directors):

Other Directorships & Interlocks

Expertise & Qualifications

• PE/strategic execution: Led ~$200B Verizon transactions across >20 countries, with deep expertise in cross-border deal structuring, valuation, tax, and regulatory matters .
• Governance experience: Chair of Nominating & Corporate Governance; member of Audit Committee .
• Education: BA Adelphi (1985), MBA Finance Hofstra (1992) .
• Non-profit governance: Trustee roles in NYC institutions .

Equity Ownership

Ownership and alignment:

• Annual director equity grants outstanding at year-end vest after one year; 2024 grants were outstanding as of December 31, 2024 and vest on their one-year anniversary .
• Hedging and pledging: WOW’s Insider Trading Policy prohibits hedging and pledging by directors and designated senior personnel, and prohibits holding Company securities in margin accounts .

Governance Assessment

• Independence and roles: Seskin is independent and serves as Audit Committee member and Nominating & Governance Chair—positions central to investor confidence on financial oversight and board effectiveness .
• Attendance: Board/committee attendance thresholds met; board held nine meetings in 2024, indicating active engagement .
• Compensation alignment: Director pay mixture of cash and time-based equity; Seskin’s 2024 total ~$370k aligns with retainer plus committee responsibilities; no performance-conditioned director equity and no option awards reduce risk of pay complexity .
• Conflicts/related-party exposure: No Seskin-specific related-party transactions disclosed; audit committee reviews and approves related person transactions; sponsor (Crestview) retains board designation rights, representing an overarching governance dynamic rather than a Seskin-specific conflict .
• Shareholder signals: Say-on-pay support at the 2025 annual meeting was strong with 63,018,758 votes for, 1,374,423 against, 386,053 abstentions, and 9,967,978 broker non-votes ; prior year support exceeded 97% .

Say-on-Pay (2025) — vote counts:

RED FLAGS and risk indicators:

• Sponsor influence: Crestview’s designation rights (currently three seats) can shape board composition; monitoring independence integrity and committee leadership (e.g., Nominating chaired by Seskin) is important .
• Pay anomalies: Proxy notes a $100,000 special committee retainer for certain directors in 2024; while not attributed directly to Seskin, elevated cash fee levels should be monitored for scope and outcomes of special committee processes .
• Alignment safeguards: Anti-hedging and anti-pledging; clawback policy adopted to comply with SEC/NYSE; these reduce governance risk .

Overall, Seskin’s audit and governance roles, independent status, and deep transaction experience are positives for board effectiveness. Ongoing vigilance around sponsor designation rights and any special committee fee structures is warranted to ensure alignment with minority shareholders .